As filed with the Securities and Exchange Commission on November 2, 2004.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BANK OF AMERICA CORPORATION | BAC CAPITAL TRUST V | |
(Exact name of registrant as specified in its charter) |
(Exact name of registrant as specified in certificate of trust) |
Delaware | Delaware | |
(State of incorporation or organization) | (State of incorporation or organization) | |
56-0906609 | 03-6104159 | |
(IRS Employer Identification No.) |
(IRS Employer Identification No.) | |
BANK OF AMERICA CORPORATION Bank of America Corporate Center Charlotte, North Carolina |
28255 | |
(Address of principal executive offices) | (Zip Code) |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. ¨
Securities Act registration statement file numbers to which this form relates: 333-104151 and 333-104151-03
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class to be so registered |
Name of each exchange on which each class is to be registered | |
6% Capital Securities of BAC Capital Trust V (and the Guarantee related thereto) |
New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants Securities to be Registered
The securities to be registered hereby are (i) the 6% Capital Securities (the Capital Securities) of BAC Capital Trust V (the Trust), a Delaware statutory trust, and (ii) the guarantee related thereto by Bank of America Corporation (the Corporation), a Delaware corporation. The Capital Securities represent undivided preferred beneficial interests in the Trust and are guaranteed by the Corporation, to the extent set forth in the form of Capital Securities Guarantee Agreement of the Corporation (the Capital Securities Guarantee). The form of Capital Securities Guarantee is incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 (Registration No. 333-104151) filed by the Corporation and the Trust with the Securities and Exchange Commission (the Commission) on March 31, 2003 (as amended, the 1933 Act Registration Statement). For a description of the Capital Securities and the Capital Securities Guarantee covered by this registration statement, see the descriptions under the captions Description of Capital Securities, Description of Junior Subordinated Notes and Description of Guarantee in the prospectus that constitutes part of the 1933 Act Registration Statement, including the prospectus supplement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933 on October 26, 2004 (as supplemented, the Prospectus). The Prospectus is incorporated by reference into this registration statement.
Item 2. Exhibits
Exhibit No. |
Description and Method of Filing | |
1 | 1933 Act Registration Statement, incorporated herein by reference. | |
2 | Certificate of Trust of BAC Capital Trust V, incorporated herein by reference to Exhibit 4.2 to the 1933 Act Registration Statement. | |
3 | Declaration of Trust of BAC Capital Trust V, incorporated herein by reference to Exhibit 4.6 to the 1933 Act Registration Statement. | |
4 | Form of Amended and Restated Declaration of Trust of BAC Capital Trust V, incorporated herein by reference to Exhibit 4.9 to the 1933 Act Registration Statement. | |
5 | Form of Capital Securities Guarantee, incorporated herein by reference to Exhibit 4.14 to the 1933 Act Registration Statement. | |
6 | Restated Indenture, incorporated herein by reference to Exhibit 4.10 to the Registration Statement on Form S-3 (File No. 333-70984). | |
7 | Form of Supplemental Indenture, incorporated herein by reference to Exhibit 4.11 to the 1933 Act Registration Statement. | |
8 | Form of Capital Security (included in Exhibit 4). |
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the Registrants has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: November 2, 2004
BANK OF AMERICA CORPORATION | ||
By: |
/S/ KAREN A. GOSNELL | |
Karen A. Gosnell | ||
Senior Vice President | ||
BAC CAPITAL TRUST V | ||
By: |
/S/ JAMES T. HOUGHTON | |
James T. Houghton | ||
Regular Trustee | ||
By: |
/S/ KAREN A. GOSNELL | |
Karen A. Gosnell | ||
Regular Trustee |
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